CPP.com Terms of Use

By clicking ‘I Accept,’ or by creating a CPP account, or by accessing or otherwise using the CPP.com website or its related sites (“Site”), you agree to be bound by these CPP.com Terms of Use (“Terms of Use”) as of the first day you create your CPP account or access the Site. If you are an employee at an organization or other business entity, then by creating a CPP account or by accessing or using the Site, you accept these Terms of Use on behalf of that entity and you represent and warrant that you have the necessary authority to do so.

1. The Site

By creating a CPP account, you may purchase assessment reports, support materials, and other materials (collectively, “CPP Products”) in physical and electronic format. CPP accounts may only be used by a single, named, natural person (“User”).

Certain CPP Products made available through the Site may require administration on a separate CPP platform (for example, without limitation: CPP’s Elevate® assessment platform); in such cases, use of those CPP Products may be governed by additional terms and conditions, as made available by CPP in writing on those platforms. You understand and agree that your use of such CPP Products will at all times be governed by those additional terms and conditions.

2. Orders, Fees, & Payment Terms

Orders may be placed online using your CPP account or offline via mail or telephone using the information in the “Contact Us” section of the Site.

Rates for all CPP Products are as listed on the Site. Fees for CPP Products must be paid upfront by credit card unless you have a separate, written agreement with CPP allowing for another arrangement. If you are set up to order CPP Products via purchase order (through contact with your CPP sales representative), then all payments shall be made payable to CPP, Inc. in U.S. Dollars and payments are due thirty (30) days from CPP’s invoice date. Payments not received within thirty (30) days will be considered late and will bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum amount permitted by law, whichever is lower) on the unpaid balance from the payment due date until the date actually paid. If any charge owed is thirty (30) days or more overdue, CPP may, without limiting its other rights and remedies, suspend your CPP account and restrict your access to the Site until such amounts are paid in full, along with applicable late fees.

You are responsible for all applicable federal, state, and local taxes, duties, fees, charges, surcharges, or other similar exactions, (whether such exactions are imposed directly upon you or upon CPP) (“Taxes”) imposed on transactions you make on the Site. “Taxes” do not include any taxes that are imposed on or measured by the net income of CPP. If you are tax-exempt, you may provide duly-executed documentation evidencing your tax-exempt status to CPP for CPP’s review and consideration. If CPP accepts the documentation, CPP shall exempt you from Taxes on a going-forward basis, provided that you keep all tax exemption documentation accurate and current.

3. Data & Privacy

Your use of the Site requires the collection and processing of your personal information. Your personal information will be used in accordance with CPP’s Privacy Policy, as updated from time to time and made available on the Site. CPP agrees to comply with applicable laws governing the use of, disclosure of, and access to such personal information. CPP will store data associated with your CPP account for as long as your CPP account remains active, and for such applicable additional periods set forth in CPP’s Privacy Policy. If your CPP account is terminated (or suspended), you will not have access to your CPP account until you renew your CPP account (or CPP decides to revoke the suspension). CPP reserves the right to delete your CPP account data without penalty at any time if your CPP account is suspended or no longer active. At all times, both while your account remains active and thereafter, CPP reserves the right to retain all data generated via the Site in non-personally identifiable format for CPP’s research, development, and other business purposes.

4. Your Responsibilities

CPP makes the Site available on a ‘one-user-per-account’ basis. You may not share your license or your CPP username and password combination with anyone else. You shall use your best efforts to prevent unauthorized access to or use of your CPP account and shall notify CPP immediately upon discovery of any unauthorized access or use. You shall not sell, resell, rent, or lease your access to the Site. You shall not use the Site to store or transmit any infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights. You shall not use the Site to store or transmit malicious code or software that will impair the functionality of the Site (or CPP’s other websites) or otherwise access the Site in a manner not specifically authorized by these Terms of Use. You shall not interfere with or disrupt the performance of the Site or attempt to gain unauthorized access to the Site. You shall not contract with parties other than CPP for the scoring of any instruments made available on the Site. You shall not use any personal information made available via the Site in an unlawful or unethical manner. You shall not copy, frame, or mirror any part of or any content made available on the Site. You shall not reverse-engineer the Site or any of the CPP Products or assessments or other content made available on the Site. You shall not access the Site in order to build a competitive product or service or to copy any features, functions, scoring, or content of the Site. You shall not remove any copyright, patent, trademark, design right, trade secret, or any other proprietary rights notices from the Site or any CPP Products. You shall not make use of any CPP trademarks in any domain names. You agree to follow at all times CPP’s Trademark Guidelines (as may be amended from time to time). You must provide your own computing device, Internet access, and other equipment necessary to access the Site and use the CPP Products and you agree to bear all your own costs.

5. Restricted Instruments

Certain of CPP’s assessments are considered “Restricted Instruments” and have additional requirements relating to their purchase and administration. Only Users that have been certified by CPP (or one of CPP’s partner certification organizations) (collectively, “Certified Practitioners”) may purchase and administer Restricted Instruments. If you administer a Restricted Instrument, you acknowledge that you must, and agree that you will, provide real-time feedback and interpretation to each respondent who responds to that Restricted Instrument, which feedback may be delivered in person, over the phone, or through contemporaneous text or video chat (each, an “Interactive Interpretation Session”). Interactive Interpretation Sessions must be more comprehensive than simply providing or passing along a Respondent’s report and must allow the Respondent to ask questions and receive feedback in a non-automated format.

6. Support, Downtime, & Availability

If you need assistance with creating or using your CPP account or purchasing CPP products, CPP will provide you with limited, basic support (as determined by CPP in its sole discretion). Please contact CPP using the information located in the “Contact Us” section of the Site.

CPP will use commercially reasonable efforts to make the Site available at all times except for planned downtime and unavailability caused by circumstances beyond CPP’s reasonable control, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, equipment malfunctions, power failures, Internet service provider failures, and other technology failures. Notwithstanding any of the foregoing, you have no expectation regarding the availability or functionality of the Site. You agree that your purchases are not contingent upon the delivery of any additional functionality or any additional support from CPP.

CPP reserves the right to take any of the CPP Products out of print or otherwise make such CPP Products unavailable at any time without notice to you. If you have pre-purchased any CPP Products from CPP (for example, without limitation: a pre-purchased assessment administration) and those pre-purchased CPP Products are taken out of print or otherwise made unavailable by CPP, then you may contact CPP using the information in the “Contact Us” section of the Site and CPP will notify you of your options with respect to those pre-purchased CPP Products, which options may include (without limitation): converting pre-purchased CPP Products to a substitute or replacement product of CPP’s choosing; or converting the value of those pre-purchased CPP Products into credit for use on the Site within a defined period. If CPP provides such options to you and you do not exercise them before the deadline(s) specified by CPP, then you acknowledge that you will forfeit the value of any such pre-purchased CPP Products.

7. Intellectual Property

Your use of the Site may involve use of CPP’s intellectual property, and your use of that intellectual property is subject to these Terms of Use. You acknowledge and agree that CPP is the sole and exclusive owner (or duly-licensed licensee of the owner, as the case may be) of all CPP Products and works and other content on the Site, as well as the Site itself (and their accompanying intellectual property rights)(collectively, “CPP’s Intellectual Property”). CPP reserves all rights, title, and interest in and to CPP’s Intellectual Property, and these Terms of Use do not transfer any rights to you.

The Site provides you with the ability to purchase licenses to deliver electronic CPP Products to yourself or, in some cases, other individuals. Your use of CPP Products is limited by the terms and conditions set forth in these Terms of Use. If you purchase CPP Products, you agree to limit your use of such Products to your personal, non-commercial use. Any products delivered electronically to third parties via the Site are licensed only for that third-party’s personal, non-commercial use. You agree not to infringe any of CPP’s intellectual property rights in any CPP Products licensed to you under these Terms of Use. Your license to CPP Products is limited to those you have duly purchased and in all circumstances is non-exclusive, non-transferable, non-sublicensable, and effective only for the duration that your CPP account remains active and in good standing. Certain CPP Products may be time-bound, and you understand and agree that your access to such CPP Products will be limited to the time periods set forth on the Site; access periods may not be modified, postponed, or otherwise adjusted after purchase. You may not alter or modify any CPP Products, or reproduce CPP Products in quantities beyond those specifically licensed to you. You may not distribute CPP Products in any manner not specifically anticipated by these Terms of Use and otherwise authorized by CPP. You may not rent, lease, resell, redistribute for profit, or otherwise commercially exploit any CPP Products, all of which will be determined by CPP in CPP’s sole discretion. If you breach these Terms of Use, any license you may have to CPP Products is automatically and immediately revoked and terminated as of the time of your breach.

8. Term & Termination

Your use of the Site is governed by these Terms of Use from the moment you register your CPP account and remain in effect (as updated from time to time by CPP) for as long as your CPP account remains active and in good standing.

You may request that CPP delete your CPP account at any time by contacting CPP’s Customer Relations Department at the info provided in the “Contact Us” section. CPP’s Privacy Policy provides additional information about how your personal information will be handled if you delete your CPP account.

If CPP determines, in its sole discretion, that you have breached these Terms of Use, then CPP may terminate your CPP account without penalty by providing notice to you. Such termination by CPP shall be effective as of the moment CPP provides such notice.

If your CPP account terminates or expires for any reason (including, without limitation, by deletion), then: (i) you will immediately lose all access to your CPP account and portions of the Site requiring a CPP account; (ii) you will immediately stop making use of CPP’s intellectual property and CPP Products that are no longer licensed to you; and (iii) you will not receive any refunds for any account credits, unused inventory, or pre-purchased CPP Products that you have not redeemed prior to such termination or expiration, nor for any unused portion of any subscription-based CPP Products you may have accessed.

9. Miscellaneous

You agree to defend and indemnify CPP, its officers, directors, employees, and assigns against any claims, damages, losses, costs, or liabilities of any kind (including reasonable attorneys’ fees) arising out of or in connection with any actual or alleged breach of these Terms of Use, or in connection with any third-party suits or claims alleging matters which, if true, would constitute a breach of these Terms of Use.

IN NO EVENT SHALL CPP’S LIABILITY, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN AGGREGATE THE TOTAL AMOUNT PAID BY YOU UNDER THESE TERMS OF USE OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE INCIDENT. IN NO EVENT SHALL CPP HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT CPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW.

CPP PRODUCTS AND SERVICES ARE PROVIDED “AS-IS.” CPP MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CPP PRODUCTS OR SERVICES, INCLUDING ANY REPRESENTATION THAT THE CPP PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CPP DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

These Terms of Use do not create a partnership, franchise, joint venture, fiduciary, or employment relationship between you and CPP; we are independent contractors. Notices to CPP shall be in writing and addressed to the attention of its General Counsel. All notices to you shall be addressed to the most recent contact information associated with your CPP account. No failure or delay by CPP in exercising any right under these Terms of Use shall constitute a waiver of that right. CPP’s remedies provided herein are in addition to, and not exclusive of, any other remedies CPP may have at law or in equity. If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, that provision shall be severed from these Terms of Use, and the remaining provisions of these Terms of use shall remain in effect. You may not assign any of your rights or obligations under these Terms of Use, whether by operation of law or otherwise, without the prior written consent of CPP. These Terms of Use, and any disputes arising out of or related to these Terms of Use, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. These Terms of Use, including all exhibits and addenda hereto, if applicable, constitute the entire agreement between you and CPP and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of these Terms of Use. Any provisions of these Terms of Use that by their nature would survive shall survive any termination or expiration of these Terms of Use or termination or expiration of your CPP account.

 
February 2018 version